Out Of The Past Redux
by Black Oracle
Summary: TFPrime. Post-"Out of the Past". After telling the story of how she and Cliffjumper were brought together, Arcee finds herself once again revealing more of her past, this time to Jack. Part 5 - A special bond is formed between Arcee and Optimus Prime.
1. Chapter 1

Happy St. Patrick's Day all!

I present a new Prime fic based off the season 2 episode "Out of the Past". Set after the episode, this story delves further into Arcee's past before the start of the show. Apart from her traumatic encounter with Airachnid during the war on Cybertron, we know little else about Arcee's past. This fic was an attempt to flesh out her backstory more.

Please do let me know your thoughts, readers!

**Out of the Past Redux - Part 1**

She gazed out across the rocky Nevada plains. It was a warm afternoon. The sun was high in the sky. On the rocky plateau atop the Autobot base, near the edge of the cliff, Arcee sat hugging her legs, resting her chin between her knees.

"Penny for your thoughts?"

Arcee, interrupted from her thoughtful state, looked down to the voice that was coming from beside her. It was Jack.

"Sorry, am I bothering you, Arcee?" he asked tentatively.

Arcee smiled.

"It's okay, Jack. I was just enjoying the view...and thinking."

Jack sat down next to his guardian.

"What about?"

Arcee looked out into the distance again.

"The past."

Jack crossed his legs and settled into a comfortable position.

"What brought this on?"

Arcee paused.

"I was talking to Miko yesterday. Told her about how I met Cliffjumper."

Jack nodded.

"Yeah, she seemed a little better after she'd spent some time with you."

Arcee continued to look forward.

"The chat I had with her just got me thinking more...remembering other things."

"Sounds like a good story," Jack remarked. "Care to share?"

Arcee closed her eyes.

* * *

**Spare storage room, Autobot base, Nevada, U.S., Earth, over three years ago.**

Bumblebee threw a punch down at Arcee. She blocked it with one arm. He threw another punch. She blocked again. Then faster than Bumblebee could register, Arcee spun round and struck him with a chop kick to the side of his head. Bumblebee let out a startled "BRREEEPP!" as he toppled over backwards and hit the ground. Arcee walked over and looked down at the grounded Bumblebee. She extended a hand out to him.

"You okay?" she inquired.

"Boop-beep!" Bumblebee sounded emphatically as he took hold of her hand.

"Good," she said, pulling Bumblebee to his feet again.

Within the open-spaced room, Bumblebee and Arcee were being watched by two other spectators: a big green bot and a red one with horns.

"Heh heh, looks like you got your rear handed to you again, Bumblebee," chuckled Bulkhead who was standing to one side, arms crossed.

"That's my partner," Cliffjumper commented with a smug smile. He was leaning against a stack of metal crates near Bulkhead, also crossing his arms.

"You've got good, solid punches, 'bee," Arcee told the yellow scout encouragingly, ignoring their two other spectators, "but you were focusing so much on trying to hit me that you didn't see my attack coming. You mustn't lose awareness of your opponent. She or he can take you by surprise otherwise."

Bumblebee let out a low beep and nodded.

"You're a good fighter," Arcee said. "A little more practice and you'll be even better."

"But don't count on being better than our hand-to-hand combat expert," Cliffjumper laughed from the side, indicating Arcee with his thumb.

Arcee turned around to Cliffjumper then.

"Alright, Cliff. Your turn to get up here. Help me demonstrate a take-down."

Cliffjumper froze momentarily then stood up from the crates he was leaning against.

"Sure thing, partner."

He strode over to face Arcee. Bumblebee stepped back to give them room.

"Go easy on me, 'kay?" Cliffjumper said with a wink.

"Always do," Arcee replied with a faint smile. She adopted a ready stance. "Now give me a punch."

Cliffjumper came at her and threw out his fist. Instantly, Arcee moved to the side of the extending punch and pushed it away with a palm. Her other arm came up, elbowing Cliffjumper in the stomach region. He buckled. As he bent forward, Arcee glided beside him. Twisting her body slightly toward him, she then snapped her leg out and struck at the back of Cliffjumper's leg, right behind his knee. His leg also buckled and he went down with a clang.

"Ouch," he said humorously from the floor.

Arcee helped him up then turned to Bumblebee.

"Wanna give it a go?" she asked.

Bumblebee nodded eagerly.

"Bulkhead, get over here," Arcee ordered, waving at him to come forward. "You can be 'bee's partner now."

Bulkhead and Bumblebee came toward one another as Arcee and Cliffjumper moved back.

"Ready?" Bulkhead asked as he raised a large fist.

Bumblebee took a ready stance. Bulkhead came at him. A second later, Bulkhead hit the ground with an "Oof!".

"Nicely executed," Arcee said, coming to Bumblebee's side. "You learn fast." She looked to Bulkhead who was being pushed back up onto his feet by Cliffjumper. "Let's call it a day, guys. I think we've all had enough training."

"Boop-boop-beep!" Bumblebee beeped.

"You're welcome, 'bee," Arcee said with a smile.

"Y'know, it's pretty good having a trained cyber-ninja with us," Bulkhead casually commented, dusting his arm. "You must have had one heck of a teacher, 'cee."

Arcee looked away from her company.

"One of the best," she said tonelessly.

* * *

"A cyber-ninja? You were trained by someone?" Jack asked, intrigued.

Arcee nodded.

"Her name was Master Beta. She was the High Priestess of the Temple of Solus."

"Solus...," Jack repeated thoughtfully, "as in Solus Prime?"

Arcee nodded again.

"The Temple of Solus was a holy place dedicated to Solus Prime, the first and only female Prime."

Jack nodded, fascinated.

"So you've been to the Temple of Solus?"

The light of Arcee's eyes dimmed.

* * *

**The Temple of Solus, pre-war Cybertron, millions of years ago.**

A young Arcee stood at the grand entrance to the Temple of Solus. She was worn and exhausted from long travel. She peered into a large white hall down the centre of which a long silver aisle ran. At the end of the aisle was a shrine on top of an altar. In the shrine sat a magnificent bust of the fabled Solus Prime, her long 'hair' falling down behind the altar. Arcee, captivated by the face of Solus, entered the temple and walked down the aisle to approach her. She stopped before the image of the goddess-like Prime and gazed at her reverently.

"Have you come to seek solace, my child?"

Arcee turned in the direction of the voice, startled. She saw see a tall, regal, dark green fembot elder standing behind her. She seemed to have appeared out of nowhere. Arcee quickly recomposed herself.

"Are you Master Beta, the High Priestess of this temple?" she asked.

The tall, regal fembot elder nodded.

"I am she."

Arcee dropped down on one knee and bowed her head.

"Master Beta, I have travelled a long way to find you. I wish with all my spark to join your temple and to become your student."

"What is your name, my child?" Beta inquired gently.

Arcee looked up.

"I am Arcee."

"And why is it that you wish to come under my tutelage?"

"It has been my desire for a long time to study the teachings of Solus Prime. And I wish to become stronger, for I am of small build and weak compared to others."

Beta smiled kindly and laid her hands on the sides of Arcee's head.

"The first thing you need to learn, my child, is that you are not small and weak."

Arcee gazed up wonderingly at the fembot elder who looked through her eyes and seemingly into her very spark.

"No," Beta said, "in fact, I sense great strength and ability within you, Arcee."

Beta then removed her hands from Arcee's head and held out one hand to her.

"Arise, young daughter."

Arcee took hold of Beta's extended hand and stood up.

"The Temple of Solus is now your home."

**To be continued.**

* * *

A/N: Given the similarities between Prime Arcee and TFA Prowl (hand-to-hand combat skills, motorcycle alt modes, etc.), making her a cyber-ninja too only seemed natural. This in turn created the need for a teacher for her as Master Yoketron was to Prowl. Next chapter, we take a peek into Arcee's cyber-ninja training days!


	2. Chapter 2

Thanks for the review gawilliams!

In the aftermath of her conversation with Miko about Cliffjumper, Arcee has begun to tell the tale of her early life to Jack. Her journey into the past has revealed that she is a cyber-ninja trained by a legendary master.

**Out of the Past Redux - Part 2**

"So Master Beta was your teacher," Jack said, "like Alpha Trion was Optimus's?"

Arcee nodded.

"Yes. But whereas Alpha Trion was a historian, Master Beta was a warrior. Under her tutelage, we learnt to hone our combat skills."

* * *

**Outdoor grounds of the Temple of Solus,** **pre-war Cybertron, millions of years ago.**

Rows of fembots sparred with one another. At the end of one row, Arcee was fighting a dark blue fembot with red highlights and red flames on her body who was the same size as her.

"Heeee-yah!"

Arcee flew at her opponent with a jumping side kick. The dark blue and red fembot evaded the incoming attack by moving to the side. As Arcee landed, she swung a sudden roundhouse kick at her head. Arcee leant back, barely missing the kick. The roundhouse kick was followed immediately by multiple kicks and punches. Arcee struggled to avoid and block them all and finally was caught by one hard punch to the stomach region. She staggered back, holding her stomach. But her opponent did not give her a moment to recompose herself. The dark blue and red fembot threw herself at Arcee with a jumping back kick. As her opponent's foot flew toward her, Arcee reacted by grabbing it and with a twist, throwing her opponent over her shoulder by the leg. The dark blue and red fembot struck the ground. Pushing herself up, she glared back at Arcee angrily. Then without warning, she leapt up and launched herself at Arcee with a vicious spinning back kick. Arcee saw this coming and reacted by leaping up high into the air, performing a somersault and descending with a gravity-charged chop kick that cut down upon her opponent's chest. The dark blue and red fembot hit the ground hard once again. Her hand went to her dented chest and she looked back up at Arcee lividly. She forced herself up and, with a furious cry, charged at Arcee again.

"Enough, Flamewar!"

Flamewar jolted to a halt at the voice, stopping just short of striking Arcee. Several other nearby combatants also stopped fighting and looked at Flamewar and Arcee. Arcee watched Flamewar warily as the source of the voice, Master Beta, approached them with a hand held up.

"You are sparring with Arcee, not beating her," Beta told Flamewar sternly. "She is your temple sister, not your enemy."

Flamewar bowed her head.

"Yes, master," she said quietly, a subdued distaste in her voice.

Beta turned to Arcee.

"You have improved greatly, Arcee," she praised. "Your skills have increased and your technique has sharpened. You are a natural warrior."

Arcee bowed deeply to Beta.

"Thank you, Master Beta."

Flamewar glowered at Arcee.

* * *

"Flamewar?" Jack inquired.

"One of my temple sisters," Arcee said distantly, "along with others: Chromia, Moonracer, Flareup... We all trained together."

"Sounds like you were all close," Jack commented.

Arcee's expression fell.

"Not all of us..."

* * *

**Oil bath grounds of the Temple of Solus, pre-war Cybertron, millions of years ago.**

Arcee sunk into a pool of warm oil. She and other fembots were unwinding in one of the temple's oil pools. She leaned back into the thick, dark liquid and sighed contentedly.

"An oil bath is just what the doctor ordered," a turquoise fembot next to Arcee said blissfully.

"You said it, Moonracer," an orange and yellow fembot next to the turquoise one agreed. "Mah joints are rusted stiff."

"Yeah, today's training was intense. I'm beat," a deep electric blue fembot on Arcee's other side sighed.

Another fembot walked into the oil spa area then and came to stand by the oil pool. It was Flamewar. She looked down at the fembots in the pool with a hand on her hip.

"If a little harmless sparring tires you out, I can't imagine how you'd all fare in a real battle," she taunted.

Arcee and the others were looking up at her now.

"Sounds lahke someone's got her bolts wound up tight," the orange and yellow fembot commented.

"Lighten up, Flamewar," the turquoise fembot, Moonracer, said. "Why does it always have to be doom and gloom with you? The way you go on about battles and war, one would think you actually want a real war to happen."

Flamewar's brows lowered.

"What is the point of learning to fight if we never fight for real?" she said icily. "All we do here is pretend at fighting."

With that, she turned round and stalked off. The fembots in the oil pool looked at one another. Arcee watched Flamewar with concern as she disappeared.

* * *

"Flamewar was always apart from the rest of us," Arcee recalled sombrely. "She frequently pushed the limits of our training, craving brutal fights and dangerous combat. She was obsessed with battle and war."

* * *

**Crystal gardens of the Temple of Solus, pre-war Cybertron, millions of years ago.**

Arcee's body moved with graceful, fluid motions. With precise steps, she glided through an open space amongst sparkling crystalline structures. Alone in the crystal gardens of the temple, she practised sequences of moves. She threw her fists out, turned, sliced her arms out, stretched out into a wide stance, launched forward with a high kick, followed it with a jumping kick... Then suddenly she stopped. She sensed another presence. She was not alone. She looked behind her. There was Flamewar.

"Hello, Arcee," Flamewar said tonelessly.

Arcee turned to face her.

"Flamewar, what are you doing here?"

"I wanted to get you alone."

Arcee felt uncomfortable. There was something unnerving about the way Flamewar was staring at her. She wasn't sure what it was. Then without warning, Flamewar suddenly snapped out her arm blades. Arcee looked at her in surprise.

"Draw your blades, Arcee," Flamewar stated with utter severity.

Arcee took a step back.

"I don't want to fight you, Flamewar," she said quickly.

Flamewar's face hardened.

"I said DRAW THEM!" she demanded.

Flamewar suddenly charged at Arcee and swiped at her viciously with her arm blades. Arcee staggered back to avoid the attack.

"Sister, stop! What are you doing?" Arcee attempted to plea.

"There's no use been humble about it, Arcee," Flamewar said coldly. "You and I are the best of Master Beta's students, whether she acknowledges it or not. It is time we determined which of us is the better fighter."

Flamewar threw a spinning back kick at Arcee, nearly catching her by surprise, but Arcee managed to cross her arms and block it. Her block took the brunt of the spinning kick's force, but Arcee's feet slid back, scraping the ground. Flamewar came at her relentlessly with punch after punch.

"You were always the Master's favourite," Flamewar declared, "whilst I could never please her!" Flamewar's foot rammed into Arcee and threw her back onto the ground. Flamewar approached her. "But I know why that is! She is weak! She is afraid I am becoming stronger than her! That she cannot control me for much longer!" Flamewar bent down and gripped Arcee by the neck. "She chooses you because you are obedient!" She hoisted Arcee up into the air, glaring contemptuously at her. "But I am your equal, Arcee." She drew Arcee's face closer to hers. "No, I am your better."

Arcee gripped Flamewar's stranglehold and suddenly twisted herself loose from it. As she rotated away from her opponent, Arcee back kicked her, pushing herself away from her. Flamewar staggered back, but recovered quickly. Spreading out her bladed arms, she jumped up into the air and became a spiralling force flying for Arcee. Arcee's arm blades snapped out and she responded in kind by pushing herself off the ground with both feet together. She shot upwards in a straight line and threw her bladed arm out as soon as she came into contact with Flamewar's whirling form. A second later, Flamewar crashed to the ground and Arcee landed with her back to her some distance away.

The sound of feet approached and as Flamewar pushed herself up onto her arms, she looked up to see none other than Master Beta standing above her, an unreadable expression on her aged face. Gathered behind her were some of the other temple students, looking down at Flamewar wordlessly.

"You have dishonoured yourself, Flamewar," Beta said in a hard voice. "You must leave."

For a moment, Flamewar glared silently at her master. Then she stood up and turned her glare toward Arcee behind her.

"I won't forget this," she uttered venomously.

Then she transformed into vehicle mode and sped away. Arcee, along with the others, watched her go.

* * *

"That was the last I saw of her" Arcee informed. "Not long after her departure, the war began. There were rumours that she'd joined the Decepticons."

Jack nodded.

"From what you've told me about her, I wouldn't be surprised if she did."

"When the war began," Arcee continued heavily, "the temple was amongst the first places to fall. We lost our home...and our lives changed forever."

**To be continued.**

* * *

A/N: Ever since picking up her Cyberverse figure, I've been wanting to use Flamewar in a story. I had the idea of creating some kind of initial sisterly bond or relationship between her and Arcee in their early lives as a reason for why Flamewar later became Arcee's obssessive enemy and began to hunt her. Though I kept Flamewar of the same physical size and build to Arcee here, I don't imagine her appearance was so close to Arcee's yet at this time in the past. If I ever get round to writing a follow-up of any kind to this fic, I might address what happened to Flamewar after she left the temple. Next up, Arcee's life as a cyber-ninja student comes to a screeching halt with the onset of war.


	3. Chapter 3

Happy Easter all!

**Out of the Past Redux - Part 3**

**Outside the Temple of Solus, early-war Cybertron, millions of years ago.**

The temple was burning, flames spewing out from its ancient structures. Arcee ran toward it. As she neared, she saw some of her temple sisters attempting to battle the roaring flames with foam sprays and water guns, but their efforts were pitiful against the might of the inferno. Arcee ran up to Moonracer who was aiming a water gun into the fire.

"Moonracer, where's Master Beta?" she yelled over the roar of the flames.

Moonracer turned to her. Her eyes widened.

"Arcee! Thank the Allspark you're okay!" she exclaimed.

"Master Beta!" Arcee repeated. "Where is she? Is she safe?"

Moonracer looked back at the flaming temple in dismay.

"She's still in there somewhere! None of us saw her when we were evacuating! The fires took us by surprise!"

Arcee looked at the burning temple. Her face hardened into a determined expression.

"I'm going in to find her!" she declared, taking off toward the temple.

"Arcee! No!" Moonracer cried. "It's too danger-"

Moonracer's words were lost to Arcee as she raced into the burning temple. As soon as she passed through the temple's entranceway, she felt like she had just entered the Pit. The intensity of heat hit her in a suffocating wave. Everything was on fire. The air was thick with smoke, cinders flying everywhere. Shielding her face, Arcee pushed forward. She ran around flames, leapt over them, forced her way through them.

"Master Beta!" she shouted. "Master Beta, where are you?!"

Arcee struggled to look around.

"Master Beta!" she cried again.

"Arcee..."

The faint voice instantly caught Arcee's attention. She frantically tried to determine its direction. She scanned the shrine area where the bust of Solus Prime stood. There, laying underneath the face of Solus, she spotted a body lying on the ground. Arcee dashed toward it.

"Master Beta!" she cried, coming to kneel beside the body of her master. She carefully turned her master over and lifted her head up in her arms. Beta's eyes were flickering. "Master Beta, hang on! I'll get you out of here!"

Arcee stood up and took hold of her master underneath her shoulders. She began dragging her out through the flames.

Moonracer and the others watched in surprise as a charred and blackened Arcee emerged from the flames pulling Master Beta. Moonracer and others ran toward them and helped Arcee carry Master Beta away from the burning temple. They laid Master Beta out on the ground. Arcee knelt down beside her. Beta's head turned up slowly toward her. She raised a hand weakly. Arcee took it between her own hands.

"Master Beta?" Arcee asked tentatively, looking down into her master's flickering blue eyes.

Beta's mouth opened and she began to utter something. The other fembots knelt down as well to listen to her.

"My daughters," Beta said weakly, almost whispering, "the temple is lost, but the wisdom of Solus Prime lives on in each of us. War is upon us now, and we each must play a role. Find your places and play your parts in this changing world. The sisterhood of Solus Prime is hereby disbanded, but never may we forget one another and who we are. Pass on your skills and knowledge to others as you see fit. You are no longer my students. From now on, you are all your own teachers. Farewell, my daughters. May the spark of Solus Prime be with you all."

Beta's eyes went dark and her head fell to one side. Her students surrounding her slowly bowed their heads, except for Arcee who continued to look down at her, grief-stricken.

"No...," she murmured.

* * *

"She fell into long-term stasis," Arcee said heavily. "Later on, I heard news that the infirmary which was housing her had been attacked by the 'cons. Some of the patients were evacuated in time. But I don't know if Master Beta had been amongst the survivors. I never saw her again."

"I'm really sorry to hear that," Jack said sympathetically.

Arcee closed her eyes for a moment then opened them again.

"After the destruction of the temple," she went on, "I joined an Autobot regiment in Praxus led by an Autobot commander named Star Saber."

"There were Autobot commanders other than Optimus?"

"Autobot forces were scattered across the planet, different leaders in different sectors. But Optimus was the leader at the top, the one who rallied and united all Autobot forces."

Jack held his chin and nodded at this in understanding.

"That makes sense," he said. "Of course Optimus couldn't have been leading all Autobots across Cybertron. There had to be other leaders beneath him. It's the only way to conduct a war."

Arcee nodded.

"And it wasn't long after I had joined Star Saber's regiment that I was paired with Tailgate..."

* * *

**Autobot base in Praxus, war-time Cybertron, millions of years ago.**

A door slid open and Arcee entered a room. In the room were two Autobots: a white regular-sized bot with a masked face who stood by another set of doors to Arcee's right, and a tall and impressively-built red and white bot with yellow and blue highlights sat behind a metal desk before Arcee. The tall Autobot looked up at Arcee.

"You wanted to see me, Star Saber?" Arcee asked.

The tall Autobot named Star Saber nodded.

"Yes, Arcee. I did."

Arcee came closer to Star Saber's desk.

"Arcee, I want you to know that you're a valuable asset to us," Star Saber began, "your combat prowess is unparalleled and you always get the job done."

"Thank you, sir."

Star Saber leaned forward onto his desk, looking more closely at Arcee.

"But I've noticed you're solitary by nature. You don't seem to connect much with others. Camaraderie and being a team player are important in any group."

"I work better without disturbance," Arcee responded firmly.

"Maybe, but you need to learn to work with the rest of us. You can't work alone all the time, Arcee. We need to know we can depend on you to help the team. Do you understand?"

Arcee nodded slowly.

"Yes, sir."

"For that reason, I am assigning you to a new partner, Arcee."

Arcee's brows raised in surprise. Star Saber stood up and turned to the white bot standing by the second set of doors.

"Mach Alert, let him in," he ordered.

Mach Alert nodded and pressed a button on the wall that opened the doors beside him. A white and blue bot walked in.

"Arcee, I'd like you to meet Cadet Tailgate," Star Saber announced.

Arcee looked at the white and blue bot in an unimpressed manner.

"Hey partner," he said cheerily.

Arcee turned back to Star Saber.

"Sir, I do not think it is wise to partner me with him. I am not accustomed to bot-sitting others. He is young, inexperienced..." She glanced back at Tailgate to see him peering at Mach Alert then sweeping a hand up and down his, to his credit, unmoving face. "...obviously lacking discipline-"

"And that's exactly why he needs you to teach him to be a soldier, Arcee," Star Saber interjected. "You're one of the best soldiers we have. He'll learn from you in no time."

Arcee looked back at Tailgate dismally. He waved at her sweetly. She sighed.

"He'll be the scrap of me," she muttered.

* * *

"It's funny when I think of them now," Arcee said with a faint smile. "Cliffjumper was a lot like Tailgate, both conversationalists, never seemed to stop talking. But now...everything's just quiet..." Arcee trailed off.

Jack looked at Arcee uncomfortably. He wished he could say something that would comfort her, but he knew nothing he could say would ease the pain of Arcee's loss, so he settled instead for simply sharing a few moments of respectful silence with her.

"When you first arrived on Earth, what was it like meeting Optimus for the first time?" Jack asked finally, shifting the topic slightly. "I mean you'd never met him personally on Cybertron. It must've been kind of exciting finally meeting him here, the great Autobot leader in the flesh, err, metal."

Arcee gazed upwards and let out a small laugh.

"I wouldn't quite say that."

**To be continued.**

* * *

A/N: For those who don't know them, Mach Alert was an Autobot from the Japanese "Car Robots" series (the English dub version was "Robots in Disguise") and Star Saber is from the Japanese "Victory" series. Next chapter, Arcee recounts her arrival on Earth and her first meeting with Optimus!


	4. Chapter 4

Thanks to those who have shown interest in this fic! This chapter moves forward in Arcee's history to her and Cliffjumper's arrival on Earth and explores Arcee's early relationship with Optimus.

Reviews would be appreciated!

**Out of the Past Redux - Part 4**

**Nevada, U.S., Earth, four years ago.**

Arcee and Cliffjumper had only being on Earth for half an hour and they were already caught up in a fire-fight with Decepticons. Taking cover behind large rocks in the Nevada desert, they were ducking from enemy fire and returning it.

"Whoah! This planet's crawling with 'cons!" Cliffjumper announced over the noise of the battle.

"Yeah, and no sign of Optimus Prime!" Arcee called back, firing off another shot from her rifle. "So much for joining up with him!"

Almost as soon as Arcee had spoken, a bright green portal opened up on the battlefield and from it emerged three vehicles: a green off-road truck, a yellow muscle car and a red and blue long-nosed truck. The green and yellow vehicles transformed into two bots, one big green and one smaller yellow, who produced blaster weapons and began firing at the Decepticons. The red and blue truck meanwhile accelerated toward a line of firing Decepticons and ran straight through them, knocking them to and fro. The big green and smaller yellow bots ran over to Arcee and Cliffjumper.

"Autobots?" the big green bot asked quickly.

Arcee and Cliffjumper nodded.

"Welcome to Earth," the big green bot declared as he resumed firing at the enemy.

The red and blue truck drove over to the collected Autobots and as it joined them, it transformed into the biggest Autobot Arcee and Cliffjumper had ever seen. The red and blue Autobot titan produced double-barrelled blasters from his arms and opened fire on the Decepticons. A few seconds later, the Decepticons fled the battlefield, driving and flying away. As soon as they were out of sight, Arcee and Cliffjumper's three rescuers turned to face them. The giant red and blue Autobot stepped forward toward them, retracting a mask from his face. As he approached, Arcee had to crane her neck back to look up into his face to her mild annoyance.

"Autobots, I am glad to see you here," the giant red and blue Autobot declared. "I am Optimus Prime. And this is Bulkhead and Bumblebee." He indicated to the other two Autobots in turn.

Cliffjumper and Arcee glanced at one another then back up at Optimus. Cliffjumper stepped toward him and extended a hand. Optimus took it.

"A pleasure to meet you, sir," Cliffjumper said as he shook Optimus' hand. "I'm Cliffjumper and that's Arcee." He indicated to Arcee with a nod. Arcee merely crossed her arms. "Whilst in Decepticon captivity, we intercepted your message calling Autobots to Earth."

A look of concern entered Optimus' face.

"You were captured by Decepticons?" he asked.

"Yeah, but we escaped through their Space Bridge on Cybertron," Cliffjumper informed.

"Did they decode the coordinates in my transmission?" Optimus asked more urgently.

"Yes," Arcee said, entering the exchange. Optimus looked at her as she spoke. "Shockwave extracted our codes from my mind via cortical psychic patch." She said this with some bitterness. "But we subsequently managed to wipe your decrypted coordinates from their systems before we escaped. Risked our lives doing that." Arcee glared hard at Optimus as she said the last sentence. "You have nothing to worry about, Optimus Prime. Your location here on Earth is still safe."

Optimus nodded at this.

"Then we are in your debt, Cliffjumper and Arcee, for keeping our location here on Earth safe from the Decepticons."

Arcee's gaze swept over the two other Autobots behind Optimus.

"So is this all you've got?" she questioned. "Just three of you."

"We have a medic back at base as well, Ratchet," Optimus informed.

"Four then," Arcee corrected. "Still not a lot. No wonder you're in need of reinforcements."

"We are few, but strong," Optimus said with conviction. "But we more than welcome new members to our team." He held out a hand to Arcee. "We welcome you to Earth and into our fold."

Arcee glanced haughtily at Optimus' extended hand for a moment before reluctantly shaking it.

* * *

"You didn't like Optimus much when you first got here?" Jack said with some disbelief. "But...you're like his most reliable soldier, his best warrior, Arcee."

Arcee smiled a little.

"It wasn't like that at the start."

* * *

**Inside Autobot base, Nevada, U.S., Earth, four years ago.**

"C'mon, Arcee, what's with the attitude?" Cliffjumper questioned.

He and Arcee were walking down one of the base's corridors.

"Optimus Prime is our leader," Cliffjumper went on. "You can at least show a little respect."

Arcee stopped walking, also bringing Cliffjumper to a halt. She crossed her arms.

"He's an over-glorified, pumped up bot who we're all supposed to adore and worship just because he supposedly carries the Matrix of Leadership," she scoffed. "Well, excuse me for not joining his cheerbot squad, but I think he gets more than enough praise and respect."

Cliffjumper suddenly looked behind Arcee and took on an expression of panic. Something had caught his immediate attention.

"Err, Arcee-," he began.

"As far as I'm concerned," Arcee continued, failing to notice her partner's agitation, "he's just a self-righteous, high and mighty, over-hyped-"

"Arcee!" Cliffjumper interrupted.

Arcee looked at Cliffjumper in momentary confusion then turned around to look in the direction that he was staring at. She stiffened. Optimus Prime was standing a short distance away further down the corridor, gazing silently at her.

"Scrap," Arcee uttered.

* * *

Jack looked at Arcee stunned.

"You actually said all that about him?"

Arcee looked away from Jack in muted embarrassment.

"Don't go bringing it up in front of the others," she muttered. "I'd rather leave it in the past."

Jack nodded.

"I'll bet. So when did you come to change your mind about him?"

Arcee laid her head to one side.

"When I realized that he was a leader who was willing to put himself on the line for others, a leader who never gives orders that he isn't willing to perform himself..."

* * *

**The Himalayas, Earth, four years ago.**

A fierce fire-fight was taking place at the foot of a Himalayan mountain. The Autobots were being held down by a squadron of Decepticons. From behind rock cover, they returned fire at their enemies. Optimus was positioned in the middle of a jagged line formed by the firing Autobots, each of them hiding behind separate rocks. To his right were Bulkhead and Cliffjumper; to his left were Arcee and Bumblebee. Bumblebee suddenly crashed to the ground when a blast struck him in the head. He did not move.

"Arcee," Optimus called, "Bumblebee is down! Go to him! I'll provide you with cover fire!"

"I'm a warrior not a nurse!" Arcee snapped, continuing to fire at the Decepticons. "Send Bulkhead instead! I'm busy here!"

Optimus gave her a hard glare then turned away with an exasperated sigh. He looked out from behind his rock cover at the enemy forces then, when a gap in the firing appeared, he left the safety of his rock cover and made a dash for Bumblebee, firing his blasters as he ran. He immediately came under heavy fire and was hit by several shots. Arcee gasped as she saw this. She watched in frozen horror as Optimus grunted in pain but did not stop running until he had reached Bumblebee's prone form. He nearly collapsed beside Bumblebee. Suddenly, Arcee realised her mistake and was filled with guilt.

_'Arcee, you idiot!'_ she scolded herself.

Filled with anger, she fired viciously at the Decepticons, knocking down a couple of them. The Decepticons, now fewer, began to move back. Then, firing off a few final shots, they turned around and hastily retreated. Bulkhead and Cliffjumper kept their weapons trained on them as they fled, but Arcee turned her attention to Optimus and Bumblebee. She ran over to them.

"Optimus, are you alright?" she asked in concern as she came up behind him.

He was kneeling over Bumblebee, checking him for damage. The yellow scout was lying still, his eyes dark. Arcee then noticed lines of leaking energon trickling down from the side of Optimus' lower body. The shots he had taken had penetrated his armour.

"You're hurt!" Arcee exclaimed.

"Bumblebee has gone into stasis-lock," Optimus stated, seemingly ignoring Arcee's concern. "He will be alright, but Ratchet will need to check him."

Optimus placed a hand over the leaking wound in his side, attempting to stem the flow of energon. Bulkhead and Cliffjumper came up then and watched as Optimus shifted uncomfortably and turned to Arcee.

"Arcee," Optimus said calmly but seriously, forcing down the pain in his voice, "I gave you the order to go to Bumblebee not because I thought you were best suited to take care of him, but because you were nearest to his position and because you had the best chance of getting past enemy fire to reach him. I would have been able to provide you with adequate cover-fire as well. Because you were unwilling to follow my order, you left me no choice but to attempt to get to Bumblebee myself. But I am a bigger target for the Decepticons to hit. And I had to cross a greater distance and more lines of fire to reach him than you would have." Optimus' eyes squeezed shut in sudden pain, but then they opened again. "Your failure to comply with my order has resulted in two casualties now as opposed to one."

Arcee's mouth hung open.

"Optimus, I'm sorry. I really am," she said hoarsely.

Optimus looked sadly into her eyes.

"I know."

* * *

Jack shook his head.

"I can't believe you disobeyed an order from Optimus like that."

"You have to understand, Jack," Arcee explained. "After having fought in the war for so long, watching Cybertron be devastated, losing those close to me, abandoning our home world, I came to blame Optimus in part for everything that had happened, after all, he was, is, one half of the war. I thought if he was the great leader that everyone said he was, then surely he would have won the war long ago and saved our homeworld and countless sparks. I resented him. So when I finally met him here on Earth, I judged him harshly. I didn't want to accept him. I had already made up my mind about him before ever getting to know him."

Arcee sighed heavily.

"I've make that mistake a lot," she said dismally, "judged others before giving them a chance. But in truth, it's a front...to protect myself. I'm always blocking others out to begin with. I never want others to get too close. I'm too afraid of...hurting."

Jack was quiet for a moment. Then he tentatively asked:

"Are you afraid of being close to Optimus?"

Arcee looked ahead into the distance.

"Optimus?" she echoed softly. "Close to him..."

Her hand rose to her chest, covering her spark.

**To be concluded.**

* * *

A/N: Thought it'd be more fun if Arcee wasn't Optimus' biggest fan at the start, in the same way that Prowl refused to be a team player in the first episodes of Animated. It's always more interesting seeing a character going through a major shift in attitude towards others. Next up, the concluding chapter. Arcee has a change of spark towards Optimus and their relationship changes.


	5. Chapter 5

The final part of Arcee's backstory reveals the formation of her special bond with Optimus.

Reviews are always appreciated!

**Out of the Past Redux - Part 5**

**Huangshan mountain, Anhui province, China, Earth, four years ago.**

"Empty your processor of all thoughts," Arcee said calmly. "Let go of all that weighs in your mind."

Arcee and Optimus were sat facing one another in a quiet and secluded patch of rocky mountain, surrounded by clouds of white mists. Their legs were crossed and their eyes were closed in meditation. Over them, the needle leaf-filled branches of a large Chinese pine tree spread out like an umbrella. The sky was just beginning to brighten in the early morning twilight period.

"Let your spark expand beyond your body," Arcee continued, "into the atmosphere surrounding you. Become one with the world around you."

Optimus inhaled then exhaled, his large body rising slightly then falling as he did so.

"Be at peace with your existence. Be content simply to be," Arcee breathed.

For several minutes, the pair sat silently. The only sounds were those of gentle breezes and a bird singing in the distance.

Finally, Arcee broke the peace: "When you are ready, bring yourself back into your body. Become aware of your surroundings and the ground beneath you again. Take a deep intake and expel, then open your eyes."

Slowly, Optimus and Arcee opened their eyes.

"And that brings our first meditation session to an end," Arcee said with a smile. "So how did you find it?"

"Most relaxing," Optimus answered. "I liken it to the state of quiet reading and study. One is still, focused and at peace. A beneficial exercise to be certain. I believe I could get used to it."

"I thought you'd like it," Arcee said with a nod. "You seem to take to meditation naturally. Not every bot finds it easy to clear his or her mind when asked to."

"Mastery over one's own mind is a skill that many find difficult to acquire," Optimus agreed. "All too often, we are the slaves of our thoughts rather than the commanders of them."

For a moment, Arcee looked at Optimus with an unreadable expression. Then her gaze dropped.

"That's what my old teacher, Master Beta, used to say," she said quietly, "that control of one's mind can be a difficult skill to learn. But if you can learn it, you hold the key to doing impossible things."

"Master Beta, the High Priestess of the Temple of Solus," Optimus recalled aloud. "I have heard of her before. She was one of the few who could exercise the power of processor-over-matter, the ability to manipulate objects with the mind."

Arcee nodded.

"She claimed that one could achieve processor-over-matter from mental discipline cultivated through meditation. Sadly, I never got that far with my training."

Optimus lowered his face toward Arcee.

"You had a wise teacher, Arcee. I too had a teacher, Alpha Trion."

Arcee looked up at Optimus with some curiosity.

"You knew Alpha Trion? The great historian?"

Optimus nodded. "He was my mentor before...before the war."

A trace of melancholy entered Optimus' expression as he said this. It was barely perceptible, but Arcee recognised it as a reflection of her own despondency over the uncertain fate of her teacher. Something in her connected with him.

"We have something in common then," she remarked gently.

Arcee looked away from Optimus. There was a brief silence between the two. Then Arcee turned to face him again.

"I owe you an apology, Optimus," she said sincerely, looking at him directly, "for my attitude toward you before. I misjudged you, and worse, I disobeyed your orders, and you were hurt because of that. I was wrong and I was out of line." She bowed her head. "I promise never to let you down again."

Optimus looked gently at her.

"I am sorry too, Arcee."

Arcee looked up at Optimus in some confusion.

"Sorry for what? You haven't done anything wrong."

Optimus' gaze fell to the ground.

"For the pain and suffering you and others have endured throughout the war, a war I am in part responsible for perpetuating."

Arcee looked at Optimus in surprise.

He continued: "I know I ask much of you and every other Autobot with your trust and your lives, but I want you to know that you always have a choice in whether or not you follow my command. I am your leader only if you are willing to accept me as such."

It took Arcee a few seconds to recover from her surprise over Optimus' words. He looked at her so earnestly that any lingering doubt she may have held about him immediately vanished. Reaching forward, she took hold of both his hands and looked up into his face.

"I do. I do accept you as my leader, Optimus Prime. From now on, you have my fealty..." A soft smile appeared on her lips. "...and my friendship."

For a long moment, the pair looked at one another, smiling gently. Then the sound of a ground bridge portal opening up attracted their attention. They turned to see the green portal appearing nearby. From it emerged a familiar red car decorated with a hood ornament of bull horns. The car transformed and Cliffjumper took its place. The red horned Autobot began to approach Optimus and Arcee, waving.

"Hey Arcee, I've been looking everywhere for..."

He stopped when he caught sight of the pair holding hands.

"Oh..." He glanced from Arcee to Optimus and back again. "Am I interrupting something?"

Arcee blinked and looked down at her hands, suddenly seeming to remember where they were. Quickly, she released Optimus' hands and got to her feet. Optimus slowly rose as well.

"No. We were just about to leave," Arcee said flatly. She cast a glance at Optimus and he nodded. She walked past Cliffjumper toward the ground bridge portal. "C'mon, let's get moving."

Cliffjumper followed close behind her. Optimus turned around to gaze at the scenic mountain surroundings one last time. As he was engaged with this, Cliffjumper caught up beside Arcee as they neared the ground bridge portal. He leaned down close to the side of Arcee's head and grinned.

"So were you and Optimus having a little bonding moment there?" he teasingly asked, nudging Arcee in the arm playfully with his elbow. "Should I be jealous?"

Arcee glared at her partner in an unimpressed manner.

"And to think you didn't want to come to Earth in the first place to meet up with him," Cliffjumper went on. "Aren't you glad that I dragged you through the Space Bridge with me now?"

Arcee groaned and quickened her pace to move ahead of Cliffjumper. Cliffjumper's grin widened at her retreating form.

"C'mon, admit it, 'cee! You like him now!" he called after her.

Optimus saw Cliffjumper chase after Arcee into the ground bridge portal, yelling something in mirth. He looked skyward at the rising sun and smiled to himself. Then he too made his way toward the portal. The ground bridge closed behind him and the Chinese mountains were once again calm and peaceful.

* * *

"I trust him, with my life," Arcee said quietly. "And I care about him...deeply." She looked down at Jack. "No. I'm not afraid of being close to Optimus, only of losing him, as I feel with you, Jack. You and he are dear to me. You are both close to my spark. If anything happened to either you or him...I'd break."

Jack gazed at Arcee for a long moment. Then he reached out and laid his hand on top of hers. He offered her a gentle smile. Arcee returned it. She then turned to look ahead. The light of day was fading. The sun was setting. It had dropped low in the sky, nearing the horizon. The sky had turned a deep golden. Arcee began to rise to her feet. Jack stood up too.

"Well, I think that's enough story-time for one day," Arcee said. "Time that I take you home."

"Thanks for sharing with me," Jack said appreciatively.

Arcee nodded then turned around and began walking back to base. Jack followed behind her.

* * *

**Later that evening.**

Arcee found herself drawn outside again to the roof of the base. Looking up, she gazed serenely into a star-studded night sky. She shut her eyes as a cool evening breeze blew over her. When she opened them again, she spotted a long shadow on the ground ahead of her. She followed it visually to its source and came upon the moon-bathed figure of Optimus Prime. Underneath the silver glare of the moon, near to the edge of the cliff, he sat cross-legged in meditation, motionless. Arcee approached him quietly. As she neared him, Optimus' eyes opened and he turned his head to look at her. Arcee stopped.

"Doing a little moonlight meditation?" she asked.

"I find the evening hours more conducive to internal reflection," Optimus replied.

Arcee smiled.

"Keep this up, Optimus, and you may develop processor-over-matter soon."

Optimus returned her smile.

"I doubt that. Not before she who taught me how to meditate at least."

Arcee tilted her head to one side and placed her hands on her hips.

"Oh I don't know, you seem have to a propensity for learning new skills quickly."

They looked at one another for a moment. Then Optimus held out his hand and gestured to the space in front of him.

"Would you like to join me?" he asked.

Arcee smiled.

"I would," she replied.

She made her way over and settled down opposite him, within an arm's reach, crossing her legs and adopting a meditating posture. After inhaling and exhaling, she slowly shut her eyes. Optimus followed suit, closing his eyes as well. Slowly, Arcee's hands drifted forward and found Optimus's, sliding into them. Optimus opened his eyes briefly to see Arcee's hands in his. He closed his eyes again. Then wordlessly, he enclosed his larger hands gently around hers. The joined pair peacefully sunk together into deep meditation, unaware of a small pebble lying on the ground between them that began to shiver from unknown forces. Far above them, the stars twinkled in anticipation.

**End.**

* * *

A/N: 'Processor-over-matter' is another TFA concept, an ability displayed prominently by Prowl in the final season of the show. With the similarities between them, it just seemed natural to imbue TFP Arcee with some of the qualities of TFA Prowl. I actually wouldn't mind seeing Arcee develop some kind of special ninja power now, or at least I'd like to see her meditating at some point on the show as a sort of reference to TFA Prowl. It's just something that I can picture her doing. Thank you to all my readers, espcially those that have made themselves known! Stick around for my next short TFP fic which delves into the perspective of a Decepticon: Shockwave. Coming soon!


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